November 15, 1994
Town & Country Corporation
Town & Country Fine Jewelry Group, Inc.
L.G. Balfour Company, Inc.
Gold Lance, Inc.
25 Union Street
Chelsea, Massachusetts 02150
Attention: Mr. Robert Hammon
Chief Financial Officer
Re: Amended and Restated Collateral Sharing Agreement dated as of May 14,
1983, by and among Fleet Precious Metals Inc. ("Fleet") and various
consignors (the "Collateral Sharing Agreement") and the Consignment
Agreements (as defined in the Collateral Sharing Agreement).
Gentlemen:
Reference is made herein to the Consignment Agreements and to a certain
letter dated October 18, 1994 (the "Termination Notice") sent by Rhode Island
Hospital Trust National Bank ("RIHT") to Town & Country Corporation, Town &
Country Fine Jewelry Group, Inc., L.G. Balfour Company, Inc. and Gold Lance,
Inc. (collectively, the "Company") whereby RIHT indicated that it intended to
terminate the Consignment Agreement between RIHT and the Company (the "RIHT
Consignment Agreement"). This letter will confirm our understanding that RIHT
has advised the Company and Fleet, as Agent under the Collateral Sharing
Agreement that it intends to rescind said Termination Notice and that RIHT
and the other consignors hereby agree that in the absence of the occurrence
of an Event of Default (as defined in the consignment Agreements), the
Consignors shall not terminate the Consignment Agreements on or before
February 1, 1995, provided the following terms and conditions are met:
1. The Company shall reduce the outstanding balance of gold on consignment
under each of the Consignment Agreements to the amounts specified as the of
the dates specified:
Fleet RIHT ABN Republic
December 1, 1994 38,402 fto 24,500 fto 9,013 fto 6,215 fto
January 1, 1995 37,227 fto 23,750 fto 8,692 fto 6,105 fto
February 1, 1995 36,051 fto 23,000 fto 8,461 fto 5,835 fto
2. On or before February 1, 1995, the Company shall supply to the Consignors
a business plan for L.G. Balfour Company, Inc. which is reasonable
satisfactory in all respect to the Consignors.
3. On or before February 1, 1995, the Company agrees to meet with the
Consignors to discuss terms of their consignment arrangements for the future
year.
Except as expressly provided herein, this letter agreement is entered into by
the parties without prejudice to all rights and remedies Consignors have
under their respective Consignment Agreements, any documents securing the
obligations and indebtedness of the Company to Consignors or at law and
nothing contained in this letter nor in any other communication between or
among the Company and any one or more of the Consignors shall constitute a
waiver of any such rights and remedies.
To evidence your consent to the foregoing, please execute this letter in the
spaces provided below. This letter is effective if signed in counterparts.
Very truly yours,
FLEET PRECIOUS METALS INC.,
individually and as Agent for the
Consignors
By: /s/ Anthony J. Capuano
Title: President
Accepted and Agreed:
TOWN & COUNTRY CORPORATION RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK
By: Francis X. Correra By: Jerry Zimmerman
Title: Senior Vice President Title: Vice President
and CFO
TOWN & COUNTRY FINE JEWELRY ABN-AMRO BANK, N.V.
GROUP, INC.
By: Francis X. Correra By: Jeffrey Sarfaty
Title: Vice President and Title: Vice President
Treasurer
L.G. BALFOUR COMPANY, INC. REPUBLIC NATIONAL BANK OF NEW YORK
By: Francis X. Correra By: Daniel Mahni
Title: Executive Vice President Title: Senior Vice President
and Treasurer
GOLD LANCE, INC.
By: Francis X. Correra
Title: Treasurer